UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from to

Commission file number 1-08323

CIGNA CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

06-1059331

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

900 Cottage Grove Road Bloomfield, Connecticut

06002

(Address of principal executive offices)

(Zip Code)

(860) 226-6000

Registrant's telephone number, including area code

(860) 226-6741

Registrant's facsimile number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark

YES

NO



whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ

o



whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ

o



whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller Reporting Company o



whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o

þ

As of July 16, 2012, 288,363,488 shares of the issuer's common stock were outstanding.

Cigna Corporation is a holding company and is not an insurance company. Its subsidiaries conduct various businesses, that are described in its Annual Report on
Form 10-K for the year ended December 31, 2011 ("2011 Form 10-K"). As used in this document, "Cigna" or "the Company" may refer to Cigna Corporation
itself, one or more of its subsidiaries, or Cigna Corporation and its consolidated subsidiaries. The Consolidated Financial Statements include the accounts of Cigna Corporation and its significant
subsidiaries. Intercompany transactions and accounts have been eliminated in consolidation. These Consolidated Financial Statements were prepared in conformity with accounting principles generally
accepted in the United States of America ("GAAP").

The
Company is a global health services organization with insurance subsidiaries that are major providers of medical, dental, disability, life and accident insurance and related products and services.
In the U.S., the majority of these products and services are offered through employers and other groups (e.g. unions and associations) and, in selected international markets, Cigna offers
supplemental health, life and accident insurance products and international health care coverage and services to businesses, governmental and non-governmental organizations and
individuals. In addition to its ongoing operations described above, the Company also has certain run-off operations, including a Run-off Reinsurance segment.

The
interim consolidated financial statements are unaudited but include all adjustments (including normal recurring adjustments) necessary, in the opinion of management, for a fair statement of
financial position and results of operations for the periods reported. The interim consolidated financial statements and notes should be read in conjunction with the Consolidated Financial Statements
and Notes in the Company's 2011 Form 10-K.

The
preparation of interim consolidated financial statements necessarily relies heavily on estimates. This and certain other factors, such as the seasonal nature of portions of the health care and
related benefits business as well as competitive and other market conditions, call for caution in estimating full year results based on interim results of operations. Certain reclassifications have
been made to prior period amounts to conform to the current presentation.

As
explained further in Note 3, on January 31, 2012, the Company acquired HealthSpring, Inc. for approximately $3.8 billion.

NOTE 2

Recent Accounting Pronouncements

Fees Paid to the Federal Government by Health Insurers (Accounting Standards Update ("ASU") 2011-06) In 2011, the Financial Accounting Standards Board
("FASB") issued accounting guidance for the health insurance industry assessment (the "fee") mandated by the Patient Protection and Affordable Care Act of 2010 ("Health Care Reform"). The fee will be
levied on health insurers beginning in 2014 based on a ratio of an insurer's net health insurance premiums written for the previous calendar year compared to the U.S. health insurance industry total.
In addition, because these fees will generally not be tax deductible, the Company's effective tax rate is expected to be adversely impacted in future periods. Under the guidance, the liability for the
fee will be estimated and recorded in full each year beginning in 2014 when health insurance is first provided. A corresponding deferred cost will be recorded and amortized over the calendar year. The
amount of the fees is expected to be material, although the Company is unable to estimate the impact of these fees on shareholders' net income and the effective tax rate because guidance for these
calculations has not been finalized.

Deferred policy acquisition costs. Effective January 1, 2012, the Company adopted the FASB's amended guidance (ASU 2010-26) on accounting for
costs to acquire or renew insurance contracts. This guidance requires certain sales compensation and telemarketing costs related to unsuccessful efforts and any indirect costs to be expensed as
incurred. The Company's deferred acquisition costs arise from sales and renewal activities primarily in its International segment. This amended guidance was implemented through retrospective
adjustment of comparative prior periods. As reported in the Consolidated Statement of Equity, the cumulative effect of adopting the amended accounting guidance as of January 1, 2011 was a
reduction in Total Shareholders' Equity of $289 million. Full-year 2011 shareholders' net income on a retrospectively adjusted basis was reduced by $67 million, partially
offset by increased foreign currency translation of $6 million, resulting in a cumulative impact on Total Shareholders' Equity as of December 31, 2011 of $350 million. Summarized
below are the effects of the amended guidance on previously reported amounts for the
three months and six months ended June 30, 2011. This implementation had no impact on the underlying economic value or cash flows of the Company's businesses, nor did it impact the Company's
liquidity or the statutory surplus of its insurance subsidiaries.

Presentation of Comprehensive Income. Effective January 1, 2012, the Company adopted the FASB's amended guidance (ASU 2011-05) that requires
presenting net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive statements. Neither measurement of comprehensive income nor disclosure
requirements for reclassification adjustments between other comprehensive income and net income were affected by this amended guidance. The Company has elected to present a separate statement of
comprehensive income following the statement of income and has retrospectively adjusted prior periods to conform to the new presentation, as required.

Amendments to Fair Value Measurement and Disclosure. Effective January 1, 2012, the Company adopted the FASB's amended guidance on fair value measurement
and disclosure (ASU 2011-04) on a prospective basis. A key objective was to achieve common fair value measurement and disclosure requirements between U.S. GAAP and IFRS. The amended
guidance changes certain fair value measurement principles and expands required disclosures to include quantitative and qualitative information about unobservable inputs in
Level 3 measurements and leveling for financial instruments not carried at fair value in the financial statements. Upon adoption, there were no effects on the Company's fair value measurements.
See Note 7 for expanded fair value disclosures.

NOTE 3

Acquisitions

The Company may from time to time acquire or dispose of assets, subsidiaries or lines of business. Significant transactions are described below.

A. Joint venture Agreement with Finansbank

On July 12, 2012, the Company entered into a joint venture partnership with Turkish retail bank, Finansbank, to market life
and pension products in Turkey. The joint venture will provide Cigna opportunities to reach and serve the growing middle class market in Turkey through Finansbank's network of retail banking branches.
Cigna expects to purchase a 51% ownership stake in the joint venture entity, Finans Emiklilik, for a purchase price of approximately $100 million. The transaction is pending local regulatory
approval, which is anticipated to occur during the second half of 2012.

B. Acquisition of Great American Supplemental Benefits Group

On May 10, 2012, the Company entered into a definitive agreement to acquire Great American Supplemental Benefits Group, one of
the largest providers of supplemental health insurance products in the U.S. The transaction is expected to close during the second half of 2012 following customary regulatory approval. The estimated
purchase price is approximately $300 million that the Company expects to finance with internal cash resources.

C. Acquisition of HealthSpring, Inc.

On January 31, 2012 the Company acquired the outstanding shares of HealthSpring, Inc. ("HealthSpring") for $55 per
share in cash and Cigna stock awards, representing a cost of approximately $3.8 billion. HealthSpring provides Medicare Advantage coverage in 11 states and the District of Columbia, as well as
a large, national stand-alone Medicare prescription drug business. The acquisition of HealthSpring strengthens the

Company's
ability to serve individuals across their life stages as well as deepens its presence in a number of geographic markets. The addition of HealthSpring brings industry leading physician
partnership capabilities and creates the opportunity to deepen the Company's existing client and customer relationships, as well as facilitates a broader deployment of its range of health and wellness
capabilities and product offerings. The Company funded the acquisition with internal cash resources.

Merger consideration: The estimated merger consideration of $3.8 billion was calculated as follows:

(In millions, except per share amounts)

HealthSpring, Inc. common shares outstanding at January 30, 2012 (1)

67.8

Less: common shares outstanding not settled in cash

(0.1)

Common shares settled in cash

67.7

Price per share

$

55

Cash consideration for outstanding shares (1)

$

3,725

Fair value of share-based compensation awards

65

Additional cash and equity consideration

21

TOTAL MERGER CONSIDERATION

$

3,811

(1)

Includes 922,000 shares subject to appraisal that the Company has accrued for at $55 per
share.

Fair value of share-based compensation awards. On the date of the acquisition, HealthSpring employees' awards of options and restricted shares of HealthSpring
stock were rolled over to Cigna stock options and restricted stock. Each holder of a HealthSpring stock option or restricted stock award received 1.24 Cigna stock options or restricted stock awards.
The conversion ratio of 1.24 at the date of acquisition was determined by dividing the acquisition price of HealthSpring shares of $55 by the price of Cigna stock on January 31, 2012 of $44.43.
The Cigna stock option exercise price was determined by using this same conversion ratio. Vesting periods and the remaining life of the options rolled over with the original HealthSpring awards.

Using
fair value as of the acquisition date, the Company valued the restricted stock at Cigna's stock price and stock options using a Black-Scholes pricing model. The assumptions used were generally
consistent with those disclosed in Note 20 to the Company's 2011 Consolidated Financial Statements included in the Form 10-K, except the expected life assumption of these
options ranged from 1.8 to 4.8 years and the exercise price did not equal the market value at the grant date. Because the exercise price at the acquisition date for substantially all of the
options was significantly below Cigna's stock price, fair value of the new stock options approximated intrinsic value.

The
fair value of these options and restricted stock was included in the purchase price to the extent that services had been provided prior to the acquisition based on the grant date of the original
HealthSpring award and vesting period. The remaining fair value not included in the purchase price will be recorded as compensation expense in future periods over the remaining vesting periods. Most
of the expense is expected to be recognized in 2012 and 2013.

The
following table summarizes the effect of these rollover awards for former HealthSpring employees.

(Awards in thousands, dollars in millions, except per share amounts)

Number of
awards

Average exercise/
award price

Fair value
of awards

Included in
purchase price

Compensation expense
post-acquisition

Vested options

589

$

14.04

$

18

$

18

$

-

Unvested options

1,336

$

16.21

37

28

9

Restricted stock

786

$

44.43

35

19

16

TOTAL

2,711

$

90

$

65

$

25

Purchase price allocation. In accordance with GAAP, the total purchase price has been allocated to the tangible and intangible net assets acquired based on
management's preliminary estimates of their fair values and may change as additional information becomes available over the next several months. Goodwill that is allocated to the Health Care segment
has not yet been allocated to a reporting unit as of June 30, 2012 and is not deductible for federal income tax purposes. During the six months ended June 30, 2012, the Company recorded
$41 million pre-tax

($28 million
after-tax) of acquisition-related costs in other operating expenses. The condensed balance sheet of HealthSpring at the acquisition date was as follows:

(In millions)

Investments

$

612

Cash and cash equivalents

492

Premiums, accounts and notes receivable

320

Goodwill

2,545

Intangible assets

795

Other

89

tn1,2]

TOTAL ASSETS ACQUIRED

4,853

Insurance liabilities

508

Deferred income taxes

208

Debt

326

TOTAL LIABILITIES ACQUIRED

1,042

NET ASSETS ACQUIRED

$

3,811

In accordance with debt covenants, HealthSpring's debt obligation was paid immediately following the acquisition. This repayment is reported as a financing
activity in the statement of cash flows for the six months ended June 30, 2012.

The
estimated fair values and useful lives for all intangible assets are as follows:

(Dollars in millions)

Estimated
Fair Value

Estimated
Useful Life
(In Years)

Customer relationships

$

711

8

Other

84

3-10

TOTAL OTHER INTANGIBLE ASSETS

$

795

The fair value of the customer relationship and the amortization method were determined using an income approach that relies on projected future net cash flows
including key assumptions for the customer attrition rate and discount rate. The estimated weighted average useful life reflects the time period and pattern of use that Cigna expects for over 90% of
the projected benefits. Accordingly, amortization will be recorded on an accelerated basis in 2012 and decline in subsequent years.

The
results of HealthSpring have been included in the Company's Consolidated Financial Statements from the date of the acquisition. Revenues of HealthSpring included in the Company's results for the
six months ended June 30, 2012 were approximately $2.5 billion. Net income for HealthSpring was determined to be immaterial.

Pro forma information. The following table presents selected unaudited pro forma information for the Company assuming the acquisition of HealthSpring had occurred
as of January 1, 2011. This pro forma information does not purport to represent what the Company's actual results would have been if the acquisition had occurred as of the date indicated or
what such results would be for any future periods.

Six Months Ended June 30,

Three Months Ended
June 30, 2011

(In millions, except per share amounts)

2012

2011

Total revenues

$ 6,887

$

14,734

$

13,699

Shareholders' net income

$ 440

$

761

$

867

Earnings per share:

Basic

$ 1.55

$

2.66

$

3.04

Diluted

$ 1.52

$

2.62

$

2.98

D. Acquisition of FirstAssist

In November 2011, the Company acquired FirstAssist Group Holdings Limited ("FirstAssist") for approximately $115 million,
using available cash on hand. FirstAssist is based in the United Kingdom and provides travel and protection insurance services that the Company expects will enhance its individual business in the U.K.
and around the world.

In
accordance with GAAP, the total purchase price has been allocated to the tangible and intangible net assets acquired based on management's preliminary estimates of their fair values and may change
as additional information becomes available over the next several months. During the first quarter of 2012, the Company updated its allocation of the purchase price based on additional information.
Accordingly, the allocation to intangible assets was decreased by $18 million from $58 million reported at December 31, 2011 to $40 million. The allocation to goodwill was
increased by $7 million from $56 million reported at December 31, 2011 to $63 million. Goodwill is reported in the International segment.

The
results of FirstAssist are included in the Company's Consolidated Financial Statements from the date of acquisition. The pro forma effects assuming the acquisition had occurred as of
January 1, 2010 were not material to the Company's total revenues, shareholders' net income and earnings per share for the three months and six months ended June 30, 2011.

NOTE 4

Earnings Per Share ("EPS")

Basic and diluted earnings per share were computed as follows:

(Dollars in millions, except per share amounts)

Basic

Effect of
Dilution

Diluted

Three Months Ended June 30,

2012

Shareholders' net income

$

380

$

380

Shares (in thousands):

Weighted average

285,690

285,690

Common stock equivalents

4,857

4,857

Total shares

285,690

4,857

290,547

EPS

$

1.33

$

(0.02)

$

1.31

2011

Shareholders' net income

$

391

$

391

Shares (in thousands):

Weighted average

268,557

268,557

Common stock equivalents

4,176

4,176

Total shares

268,557

4,176

272,733

EPS

$

1.46

$

(0.03)

$

1.43

(Dollars in millions, except per share amounts)

Basic

Effect of
Dilution

Diluted

Six Months Ended June 30,

2012

Shareholders' net income

$

751

$

751

Shares (in thousands):

Weighted average

285,425

285,425

Common stock equivalents

4,348

4,348

Total shares

285,425

4,348

289,773

EPS

$

2.63

$

(0.04)

$

2.59

2011

Shareholders' net income

$

804

$

804

Shares (in thousands):

Weighted average

269,464

269,464

Common stock equivalents

3,836

3,836

Total shares

269,464

3,836

273,300

EPS

$

2.98

$

(0.04)

$

2.94

In 2012, the Company adopted, as required, amended accounting guidance for deferred acquisition costs by selecting retrospective adjustment of prior periods.
See Note 2 for the effect of this new guidance on previously reported EPS amounts.

The
following outstanding employee stock options were not included in the computation of diluted earnings per share because their effect would have increased diluted earnings per share (antidilutive)
as their exercise price was greater than the average share price of the Company's common stock for the period.

Three Months Ended
June 30,

Six Months Ended
June 30,

(In millions)

2012

2011

2012

2011

Antidilutive options

2.4

2.9

3.1

3.5

The Company held 77,780,090 shares of common stock in Treasury as of June 30, 2012, and 80,740,132 shares as of June 30, 2011.

Medical claims payable for the Health Care segment reflects estimates of the ultimate cost of claims that have been incurred but not yet reported, those that
have been reported but not yet paid (reported claims in process) and other medical expense payable, that primarily comprises accruals for incentives and other amounts payable to health care
professionals and facilities. Incurred but not yet reported is the majority of the reserve balance as follows:

(In millions)

June 30,
2012

December 31,
2011

Incurred but not yet reported

$

1,399

$

952

Reported claims in process

195

129

Physician Incentives and other medical expense payable

113

14

MEDICAL CLAIMS PAYABLE

$

1,707

$

1,095

Activity in medical claims payable was as follows:

For the period ended

(In millions)

June 30,
2012

December 31,
2011

Balance at January 1,

$

1,095

$

1,246

Less: Reinsurance and other amounts recoverable

194

236

Balance at January 1, net

901

1,010

Acquired HealthSpring balances, net

504

-

Incurred claims related to:

Current year

6,604

8,308

Prior years

(162)

(126)

Total incurred

6,442

8,182

Paid claims related to:

Current year

5,248

7,450

Prior years

1,099

841

Total paid

6,347

8,291

Ending Balance, net

1,500

901

Add: Reinsurance and other amounts recoverable

207

194

ENDING BALANCE

$

1,707

$

1,095

Reinsurance and other amounts recoverable reflect amounts due from reinsurers and policyholders to cover incurred but not reported and pending claims for
minimum premium products and certain administrative services only business where the right of offset does not exist. See Note 11 for additional information on reinsurance. For the six months
ended June 30, 2012, actual experience differed from the Company's key assumptions resulting in favorable incurred claims related to prior years' medical claims payable of $162 million,
or 2.0% of the current year incurred claims as reported for the year ended December 31, 2011. Actual completion factors resulted in a reduction in medical claims payable of $69 million,
or 0.8% of the current year incurred claims as reported for the year ended December 31, 2011 for the insured book of business. Actual medical cost trend resulted in a reduction in medical
claims payable of $93 million, or 1.1% of the current year incurred claims as reported for the year ended December 31, 2011 for the insured book of business.

For
the year ended December 31, 2011, actual experience differed from the Company's key assumptions, resulting in favorable incurred claims related to prior years' medical claims payable of
$126 million, or 1.5% of the current year incurred claims as reported for the year ended December 31, 2010. Actual completion factors resulted in a reduction of the medical claims
payable of $87 million, or 1.0% of the current year incurred claims as reported for the year ended December 31, 2010 for the insured book of business. Actual medical cost trend resulted
in a reduction of the medical claims payable of $39 million, or 0.5% of the current year incurred claims as reported for the year ended December 31, 2010 for the insured book of
business.

The
favorable impacts in 2012 and 2011 relating to completion factors and medical cost trend variances are primarily due to the release of the provision for moderately adverse conditions, that is a
component of the assumptions for both completion factors and medical cost trend, established for claims incurred related to prior years. This release was substantially offset by the provision for
moderately adverse conditions established for claims incurred related to the current year.

The
corresponding impact of prior year development on shareholders' net income, including HealthSpring, was $55 million for the six months ended June 30, 2012 compared with
$47 million for the six months ended June 30, 2011. The favorable effect of prior year development on net income in 2012 and 2011 primarily reflects low utilization of medical services.
The change in the amount of the incurred claims related to prior

years
in the medical claims payable liability does not directly correspond to an increase or decrease in the Company's shareholders' net income recognized for the following reasons:

First,
the Company consistently recognizes the actuarial best estimate of the ultimate liability within a level of confidence, as required by actuarial standards of practice, that require the
liabilities be adequate under moderately adverse conditions. As the Company establishes the liability for each incurral year, the Company ensures that its assumptions appropriately consider moderately
adverse conditions. When a portion of the development related to the prior year incurred claims is offset by an increase determined appropriate to address moderately adverse conditions for the current
year incurred claims, the Company does not consider that offset amount as having any impact on shareholders' net income.

Second,
as a result of the adoption of the commercial minimum medical loss ratio (MLR) provisions of the Patient Protection and Affordable Care Act in 2011, changes in medical claim estimates due to
prior year development may be offset by a change in the MLR rebate accrual.

Third,
changes in reserves for the Company's retrospectively experience-rated business do not always impact shareholders' net income. For the Company's retrospectively experience-rated business only
adjustments to medical claims payable on accounts in deficit affect shareholders' net income. An increase or decrease to medical claims payable on accounts in deficit, in effect, accrues to the
Company and directly impacts shareholders' net income. An account is in deficit when the accumulated medical costs and administrative charges, including profit charges, exceed the accumulated premium
received. Adjustments to medical claims payable on accounts in surplus accrue directly to the policyholder with no impact on the Company's shareholders' net income. An account is in surplus when the
accumulated premium received exceeds the accumulated medical costs and administrative charges, including profit charges.

The
determination of liabilities for Health Care medical claims payable requires the Company to make critical accounting estimates. See Note 2(N) to the Consolidated Financial Statements in the
Company's 2011 Form 10-K.

NOTE 6

Guaranteed Minimum Death Benefit Contracts

The Company had future policy benefit reserves for guaranteed minimum death benefit ("GMDB") contracts of $1.1 billion as of June 30, 2012 and
$1.2 billion as of December 31, 2011. The determination of liabilities for GMDB requires the Company to make critical accounting estimates. The Company estimates its liabilities for GMDB
exposures using an internal model run using many scenarios and based on assumptions regarding lapse, future partial surrenders, claim mortality (deaths that result in claims), interest rates (mean
investment performance and discount rate) and volatility. These assumptions are based on the Company's experience and future expectations over the long-term period, consistent with the
long-term nature of this product. The Company regularly evaluates these assumptions and changes its estimates if actual experience or other evidence suggests that assumptions should be
revised. If actual experience differs from the assumptions used in estimating these liabilities, the result could have a material adverse effect
on the Company's consolidated results of operations, and in certain situations, could have a material adverse effect on the Company's financial condition.

In
2000, the Company determined that the GMDB reinsurance business was premium deficient because the recorded future policy benefit reserve was less than the expected present value of future claims
and expenses less the expected present value of future premiums and investment income using revised assumptions based on actual and expected experience. The Company tests for premium deficiency by
reviewing its reserve each quarter using current market conditions and its long-term assumptions. Under premium deficiency accounting, if the recorded reserve is determined insufficient,
an increase to the reserve is reflected as a charge to current period income. Consistent with GAAP, the Company does not recognize gains on premium deficient long duration products.

See
Note 9 for further information on the Company's dynamic hedge programs that are used to reduce certain equity and interest rate exposures associated with this business.

The
Company's normal reviews of reserves resulted in charges to strengthen GMDB reserves of $15 million ($10 million after-tax) for the three months and $33 million
($21 million after-tax) for the six months ended June 30, 2012. These charges that were reported in other benefit expenses were due to the update of long-term
assumptions described below, and primarily reflected the decrease in assumed lapses and, to a lesser extent, an increase in the volatility assumption.

Since
December 31, 2011, the Company has updated the following long-term assumptions for GMDB based on a review of experience:



The lapse assumptions were updated during first and second quarter. The lapse rate varies depending on contract type, policy duration, and the ratio
of the net amount at risk to account value. As a result of this update, the overall range of lapses for the entire block of business changed from 0% to 24% at December 31, 2011 to 0% to 12% at
June 30, 2012. The effect of this update was an increase in the reserve.



The reserves include an estimate for partial surrenders, that essentially lock in the death benefit for a particular policy based on annual election
rates, depending on the net amount at risk for each policy and whether surrender charges apply. The election rates were updated from 0% - 15% at December 31, 2011 to 0% - 13% at
June 30, 2012. The effect of this update was a decrease in the reserve.

The volatility assumption was updated to use a review of historical weekly returns for each index (e.g. S&P 500) for a
20-year period. Volatility represents the dispersion of historical returns compared to the average historical return (standard deviation) for each index. The volatility assumption for
equity fund types has been updated from 16% - 25% at December 31, 2011 to 18% - 24% at June 30, 2012; for bond funds from 4% - 10% at December 31, 2011 to
5% - 7% at June 30, 2012; and for money market funds from 2% at December 31, 2011 to 0% - 1% at June 30, 2012. The degree of correlation between asset classes was
also updated. The effect of these updates was an increase in the reserve.

During
2011, the Company completed its normal review of reserves (including assumptions) and recorded additional other benefit expenses of $70 million ($45 million after-tax)
to strengthen GMDB reserves. The reserve strengthening was driven primarily by an adverse impact of $34 million ($22 million after-tax) due to volatile equity market
conditions, adverse interest rate impacts of $23 million ($15 million after-tax) reflecting management's consideration of the anticipated impact of continuing low current
short-term interest rates and adverse impacts of overall market declines in the third quarter of $13 million ($8 million after-tax), that included an increase in
the provision for expected future partial surrenders and declines in the value of contractholders' non-equity investments.

Activity
in future policy benefit reserves for the GMDB business was as follows:

For the period ended

(In millions)

June 30,
2012

December 31,
2011

Balance at January 1

$

1,170

$

1,138

Add: Unpaid Claims

40

37

Less: Reinsurance and other amounts recoverable

53

51

Balance at January 1, net

1,157

1,124

Add: Incurred benefits

13

138

Less: Paid benefits

56

105

Ending balance, net

1,114

1,157

Less: Unpaid Claims

38

40

Add: Reinsurance and other amounts recoverable

46

53

ENDING BALANCE

$

1,122

$

1,170

Benefits paid and incurred are net of ceded amounts. Incurred benefits reflect the favorable or unfavorable impact of a rising or falling equity market on the
liability, and include the charges discussed above.

The
aggregate value of the underlying mutual fund investments was $13.6 billion as of June 30, 2012 and $13.8 billion as of December 31, 2011. The death benefit coverage in
force was $4.6 billion as of June 30, 2012 and $5.4 billion as of December 31, 2011. The death benefit coverage in force represents the excess of the guaranteed benefit
amount over the value of the underlying mutual fund investments for all contractholders (approximately 455,000 as of June 30, 2012 and 480,000 as of December 31, 2011).

The
Company has also written reinsurance contracts with issuers of variable annuity contracts that provide annuitants with certain guarantees related to minimum income benefits ("GMIB"). All reinsured
GMIB policies also have a GMDB benefit reinsured by the Company. See Note 7 for further information.

NOTE 7

Fair Value Measurements

The Company carries certain financial instruments at fair value in the financial statements including fixed maturities, equity securities,
short-term investments and derivatives. Other financial instruments are measured at fair value under certain conditions, such as when impaired.

Fair
value is defined as the price at which an asset could be exchanged in an orderly transaction between market participants at the balance sheet date. A liability's fair value is defined as the
amount that would be paid to transfer the liability to a market participant, not the amount that would be paid to settle the liability with the creditor.

Fair
values are based on quoted market prices when available. When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market
inputs for similar financial instruments with comparable terms and credit quality. In instances where there is little or no market activity for the same or similar instruments, the Company estimates
fair value using methods, models and assumptions that the Company believes a hypothetical market participant would use to determine a current transaction price. These valuation techniques involve some
level of estimation and judgment by the Company which becomes significant with increasingly complex instruments or pricing models.

The
Company's financial assets and liabilities carried at fair value have been classified based upon a hierarchy defined by GAAP. The hierarchy gives the highest ranking to fair values determined
using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with significant
unobservable inputs (Level 3). An asset's or a

liability's
classification is based on the lowest level of input that is significant to its measurement. For example, a financial asset or liability carried at fair value would be classified in
Level 3 if unobservable inputs were significant to the instrument's fair value, even though the measurement may be derived using inputs that are both observable (Levels 1 and
2) and unobservable (Level 3).

The
prices the Company uses to value its investment assets are representative of prices that would be received to sell the assets at the measurement date (exit prices) and are classified appropriately
in the fair value hierarchy. The Company performs ongoing analyses of prices used to value the Company's invested assets to determine that they represent appropriate estimates of fair value. This
process involves quantitative and qualitative analysis that is overseen by the Company's investment professionals, including reviews of pricing methodologies, judgments of valuation inputs, the
significance of any unobservable inputs, pricing statistics and trends. These reviews are also designed to ensure prices do not become stale, have reasonable explanations as to why they have changed
from prior valuations, or require additional review for other anomalies. The Company also performs sample testing of sales values to confirm the accuracy of prior
fair value estimates. Exceptions identified during these processes indicate that adjustments to prices are infrequent and do not significantly impact valuations.

Financial Assets and Financial Liabilities Carried at Fair Value

The following tables provide information as of June 30, 2012 and December 31, 2011 about the Company's financial assets
and liabilities carried at fair value. Similar disclosures for separate account assets, that are also recorded at fair value on the Company's Consolidated Balance Sheets, are provided separately as
gains and losses related to these assets generally accrue directly to policyholders.

June 30, 2012(In millions)

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Financial assets at fair value:

Fixed maturities:

Federal government and agency

$

146

$

763

$

1

$

910

State and local government

-

2,503

-

2,503

Foreign government

-

1,299

23

1,322

Corporate

-

10,915

493

11,408

Federal agency mortgage-backed

-

152

-

152

Other mortgage-backed

-

92

1

93

Other asset-backed

-

362

577

939

Total fixed maturities (1)

146

16,086

1,095

17,327

Equity securities

4

65

33

102

Subtotal

150

16,151

1,128

17,429

Short-term investments

-

215

-

215

GMIB assets (2)

-

-

707

707

Other derivative assets (3)

-

47

-

47

TOTAL FINANCIAL ASSETS AT FAIR VALUE,
EXCLUDING SEPARATE ACCOUNTS

$

150

$

16,413

$

1,835

$

18,398

Financial liabilities at fair value:

GMIB liabilities

$

-

$

-

$

1,332

$

1,332

Other derivative liabilities (3)

-

28

-

28

Total financial liabilities at fair value

$

-

$

28

$

1,332

$

1,360

(1)

Fixed maturities included $875 million of net appreciation required to adjust future
policy benefits for the run-off settlement annuity business including $108 million of appreciation for securities classified in
Level 3.

(2)

The GMIB assets represent retrocessional contracts in place from two external reinsurers
that cover 55% of the exposures on these contracts.

(3)

Other derivative assets included $10 million of interest rate and foreign currency
swaps qualifying as cash flow hedges and $37 million of interest rate swaps not designated as accounting hedges. Other derivative liabilities reflected foreign currency and interest rate swaps
qualifying as cash flow hedges. See Note 9 for additional information.

Fixed maturities included $826 million of net appreciation required to adjust future
policy benefits for the run-off settlement annuity business including $115 million of appreciation for securities classified in
Level 3.

(2)

The GMIB assets represent retrocessional contracts in place from two external reinsurers
that cover 55% of the exposures on these contracts.

(3)

Other derivative assets included $10 million of interest rate and foreign currency
swaps qualifying as cash flow hedges and $35 million of interest rate swaps not designated as accounting hedges. Other derivative liabilities reflected foreign currency and interest rate swaps
qualifying as cash flow hedges. See Note 9 for additional information.

Level 1 Financial Assets

Inputs for instruments classified in Level 1 include unadjusted quoted prices for identical assets in active markets
accessible at the measurement date. Active markets provide pricing data for trades occurring at least weekly and include exchanges and dealer markets.

Assets
in Level 1 include actively-traded U.S. government bonds and exchange-listed equity securities. Given the narrow definition of Level 1 and the Company's investment asset strategy
to maximize investment returns, a relatively small portion of the Company's investment assets are classified in this category.

Level 2 Financial Assets and Financial Liabilities

Inputs for instruments classified in Level 2 include quoted prices for similar assets or liabilities in active markets, quoted
prices from those willing to trade in markets that are not active, or other inputs that are market observable or can be corroborated by market data for the term of the instrument. Such other inputs
include market interest rates and volatilities, spreads and yield curves. An instrument is classified in Level 2 if the Company determines that unobservable inputs are insignificant.

Fixed maturities and equity securities. Approximately 93% of the Company's investments in fixed maturities and equity securities are classified in Level 2
including most public and private corporate debt and equity securities, federal agency and municipal bonds, non-government mortgage-backed securities and preferred stocks. Because many
fixed maturities and preferred stocks do not trade daily, fair values are often derived using recent trades of securities with similar features and characteristics. When recent trades are not
available, pricing models are used to determine these prices. These models calculate fair values by discounting future cash flows at estimated market interest rates. Such market rates are derived by
calculating the appropriate spreads over comparable U.S. Treasury securities, based on the credit quality, industry and structure of the asset. Typical inputs and assumptions to pricing models
include, but are not limited to, a combination of benchmark yields, reported trades, issuer spreads, liquidity, benchmark securities, bids, offers, reference data, and industry and economic events.
For mortgage-backed securities, inputs and assumptions may also include characteristics of the issuer, collateral attributes, prepayment speeds and credit rating.

Nearly
all of these instruments are valued using recent trades or pricing models. Less than 1% of the fair value of investments classified in Level 2 represents foreign bonds that are valued,
consistent with local market practice, using a single unadjusted market-observable input derived by averaging multiple broker-dealer quotes.

Short-term investments are carried at fair value, which approximates cost. On a regular basis the Company compares market prices for these
securities to recorded amounts to validate that current carrying amounts approximate exit prices. The short-term nature of the investments and corroboration of the reported amounts over
the holding period support their classification in Level 2.

Other derivatives classified in Level 2 represent over-the-counter instruments such as interest rate and foreign currency
swap contracts. Fair values for these instruments are determined using market observable inputs including forward currency and interest rate curves and widely published market observable indices.
Credit risk related to the counterparty and the Company is considered when estimating the fair values of these derivatives. However, the Company is largely protected by collateral arrangements with
counterparties, and determined that no adjustment for credit risk was required as of June 30, 2012 or December 31, 2011. The nature and use of these other derivatives are described in
Note 9.

Level 3 Financial Assets and Financial Liabilities

Certain inputs for instruments classified in Level 3 are unobservable (supported by little or no market activity) and
significant to their resulting fair value measurement. Unobservable inputs reflect the Company's best estimate of what hypothetical market participants would use to determine a transaction price for
the asset or liability at the reporting date.

The
Company classifies certain newly issued, privately placed, complex or illiquid securities, as well as assets and liabilities relating to GMIB, in Level 3.

Fixed maturities and equity securities. Approximately 6% of fixed maturities and equity securities are priced using significant unobservable inputs and classified
in this category, including:

(In millions)

June 30,
2012

December 31,
2011

Other asset and mortgage-backed securities - valued using pricing models

$

578

$

565

Corporate and government bonds - valued using pricing models

451

335

Corporate bonds - valued at transaction price

66

72

Equity securities - valued at transaction price

33

30

TOTAL

$

1,128

$

1,002

Fair values of other asset and mortgage-backed securities, corporate and government bonds are determined using pricing models that incorporate the specific
characteristics of each asset and related assumptions including the investment type and structure, credit quality, industry and maturity date in comparison to current market indices, spreads and
liquidity of assets with similar characteristics. For mortgage and asset-backed securities, inputs and assumptions to pricing may also include collateral attributes and prepayment speeds. Recent
trades in the subject security or similar securities are assessed when available, and the Company may also review published research, as well as the issuer's financial statements, in its evaluation.
Certain subordinated corporate bonds and private equity investments are valued at transaction price in the absence of market data indicating a change in the estimated fair values.

The
following table summarizes the fair value and significant unobservable inputs used in pricing Level 3 securities that were developed directly by the Company as of June 30, 2012. The
range and weighted average basis point amounts reflect the Company's best estimates of the unobservable adjustments a market participant would make to the market observable spreads (adjustment to
discount rates) used to calculate the fair values in a discounted cash flow analysis.

Other asset and mortgage-backed securities. The significant unobservable inputs used to value the following other asset and mortgage-backed securities are
liquidity and weighting of credit spreads. An adjustment for liquidity is made when there is limited trading activity for the security, as of the measurement date, that considers current market
conditions, issuer circumstances and complexity of the security structure. An adjustment to weight credit spreads is needed to value a more complex bond structure with multiple underlying collateral
with no standard market valuation technique. The weighting of credit spreads is primarily based on the underlying collateral's characteristics and their proportional cash flows supporting the bond
obligations. The resulting wide range of unobservable adjustments in the table below is due to the varying liquidity and quality of the underlying collateral, ranging from high credit quality to below
investment grade.

Corporate and government bonds. The significant unobservable input used to value the following corporate and government bonds is an adjustment for liquidity.

Guaranteed minimum income benefit contracts. Because cash flows of the GMIB liabilities and assets are affected by equity markets and interest rates but are
without significant life insurance risk and are settled in lump sum payments, the Company reports these liabilities and assets as derivatives at fair value. The Company estimates the fair value of the
assets and liabilities for GMIB contracts using assumptions regarding capital markets (including market returns, interest rates and market volatilities of the underlying equity and bond mutual fund
investments), future annuitant behavior (including mortality, lapse, and annuity election rates), and non-performance risk, as well as risk and profit charges. As certain assumptions used
to estimate fair values for these contracts are largely unobservable (primarily related to future annuitant behavior), the Company classifies GMIB assets and liabilities in Level 3. The Company
considered the following in determining the view of a hypothetical market participant:



that the most likely transfer of these assets and liabilities would be through a reinsurance transaction with an independent insurer having a market
capitalization and credit rating similar to that of the Company; and



that because this block of contracts is in run-off mode, an insurer looking to acquire these contracts would have similar existing
contracts with related administrative and risk management capabilities.

These
GMIB assets and liabilities are estimated with an internal model using many scenarios to determine the present value of net amounts expected to be paid, less the present value of net future
premiums expected to be received adjusted for risk and profit charges that the Company estimates a hypothetical market participant would require to assume this business. Net amounts expected to be
paid include the excess of the expected value of the income benefits over the values of the annuitants' accounts at the time of annuitization. Generally, market return, interest rate and volatility
assumptions are based on market observable information. Assumptions related to annuitant behavior reflect the Company's belief that a hypothetical market participant would consider the actual and
expected experience of the Company as well as other relevant and available industry resources in setting policyholder behavior assumptions. The significant assumptions used to value the GMIB assets
and liabilities as of June 30, 2012 were as follows:

Assumptions based on observable inputs:



The market return ("growth interest rate") and discount rate assumptions are based on the market-observable LIBOR swap curve.



The projected interest rate used to calculate the reinsured income benefits is indexed to the 7-year Treasury Rate at the time of
annuitization (claim interest rate) based on contractual terms. That rate was 1.11% at June 30, 2012 and must be projected for future time periods. These projected rates vary by economic
scenario and are determined by an interest rate model using current interest rate curves and the prices of instruments available in the market including various interest rate caps and
zero-coupon bonds. For a subset of the business, there is a contractually guaranteed floor of 3% for the claim interest rate.



The market volatility assumptions for annuitants' underlying mutual fund investments that are modeled based on the S&P 500, Russell 2000 and
NASDAQ Composite are based on the market-implied volatility for these indices for three to seven years grading to historical volatility levels thereafter. For the remaining 50% of underlying mutual
fund investments modeled based on other indices (with insufficient market-observable data), volatility is based on the average historical level for each index over the past 10 years. Using this
approach, volatility ranges from 19% to 33% for equity funds, 6% to 9% for bond funds, and 0% to 1% for money market funds.

Assumptions based on unobservable inputs:



The mortality assumption is 70% of the 1994 Group Annuity Mortality table, with 1% annual improvement beginning January 1, 2000.



The annual lapse rate assumption reflects experience that differs by the company issuing the underlying variable annuity contracts, ranges from 1% to
12%, and depends on the time since contract issue and the relative value of the guarantee. The weighted average annual lapse rate is 2%.



The annual annuity election rate assumption reflects experience that differs by the company issuing the underlying variable annuity contracts and
depends on the annuitant's age, the relative value of the guarantee and whether a contractholder has had a previous opportunity to elect the benefit. Immediately after the expiration of the waiting
period, the assumed probability that an individual will annuitize their variable annuity

contract
is up to 80%. For the second and subsequent annual opportunities to elect the benefit, the assumed probability of election is up to 35%. The weighted average annual annuity election rate is
11%.



The nonperformance risk adjustment is incorporated by adding an additional spread to the discount rate in the calculation of both (1) the GMIB
liability to reflect a hypothetical market participant's view of the risk of the Company not fulfilling its GMIB obligations, and (2) the GMIB asset to reflect a hypothetical market
participant's view of the reinsurers' credit risk, after considering collateral. The estimated market-implied spread is company-specific for each party involved to the extent that company-specific
market data is available and is based on industry averages for similarly-rated companies when company-specific data is not available. The spread is impacted by the credit default swap spreads of the
specific parent companies, adjusted to reflect subsidiaries' credit ratings relative to their parent company and any available collateral. The additional spread over LIBOR incorporated into the
discount rate ranged from 10 to 120 basis points for the GMIB liability with a weighted average of 55 basis points and ranged from 30 to 145 basis points for the GMIB reinsurance asset with a weighted
average of 80 basis points for that portion of the interest rate curve most relevant to these policies.



The risk and profit charge assumption is based on the Company's estimate of the capital and return on capital that would be required by a
hypothetical market participant. The assumed return on capital is 10% after tax.

The
Company regularly evaluates each of the assumptions used in establishing these assets and liabilities by considering how a hypothetical market participant would set assumptions at each valuation
date. Capital markets assumptions are expected to change at each valuation date reflecting currently observable market conditions. Other assumptions, that require the Company to make critical
accounting estimates, may also change based on a hypothetical market participant's view of actual experience as it emerges over time or other factors that impact the net liability. The significant
unobservable inputs used in the fair value measurement of the GMIB assets and liabilities are lapse rates, annuity election rates, and spreads used to calculate nonperformance risk. Significant
decreases in assumed lapse rates or spreads used to calculate nonperformance risk, or increases in assumed annuity election rates would result in higher fair value measurements. Generally, a change in
one of these assumptions is not necessarily accompanied by a change in another assumption. If the emergence of future experience or future assumptions differs from the assumptions used in estimating
these assets and liabilities, the resulting impact could be material to the Company's consolidated results of operations and, in certain situations, could be material to the Company's financial
condition.

GMIB
liabilities are reported in the Company's Consolidated Balance Sheets in Accounts payable, accrued expenses and other liabilities. GMIB assets associated with these contracts represent net
receivables in connection with reinsurance that the Company has purchased from two external reinsurers and are reported in the Company's Consolidated Balance Sheets in Other assets, including other
intangibles.

The following tables summarize the changes in financial assets and financial liabilities classified in Level 3 for the three
and six months ended June 30, 2012 and 2011. These tables exclude separate account assets as changes in fair values of these assets accrue directly to policyholders. Gains and losses reported
in these tables may include net changes in fair value that are attributable to both observable and unobservable inputs.

In
the tables above, gains and losses included in other comprehensive income are reflected in Net unrealized appreciation (depreciation) on securities in the Consolidated Statements of Other
Comprehensive Income.

Reclassifications
impacting Level 3 financial instruments are reported as transfers into or out of the Level 3 category as of the beginning of the quarter in which the
transfer occurs. Therefore gains and losses in income only reflect activity for the period the instrument was classified in Level 3.

Transfers
into or out of the Level 3 category occur when unobservable inputs, such as the Company's best estimate of what a market participant would use to determine a current transaction
price, become more or less significant to the fair value measurement. For the six months ended June 30, 2012, transfers into Level 3 from Level 2 primarily reflect an increase in
the unobservable inputs used to value certain public and private corporate bonds, principally related to credit risk of the issuers.

The
Company provided reinsurance for other insurance companies that offer a guaranteed minimum income benefit, and then retroceded a portion of the risk to other insurance companies. These
arrangements with third-party insurers are the instruments still held at the reporting date for GMIB assets and liabilities in the table above. Because these reinsurance arrangements remain in effect
at the reporting date, the Company has reflected the total gain or loss for the period as the total gain or loss included in income attributable to instruments still held at the reporting date.
However, the Company reduces the GMIB assets and liabilities resulting from these reinsurance arrangements when annuitants lapse, die, elect their benefit, or reach the age after which the right to
elect their benefit expires.

Under
FASB's guidance for fair value measurements, the Company's GMIB assets and liabilities are expected to be volatile in future periods because the underlying capital markets assumptions will be
based largely on market-observable inputs at the close of each reporting period including interest rates and market-implied volatilities.

Beginning
in February 2011, the Company implemented a dynamic equity hedge program to reduce a portion of the equity market exposures related to GMIB contracts ("GMIB equity hedge program") by
entering into exchange-traded futures contracts. The Company also entered into a dynamic interest rate hedge program that reduces a portion of the interest rate exposure related to GMIB contracts
("GMIB growth interest rate hedge program") using LIBOR swap contracts and exchange-traded treasury futures contracts. In June 2012, the GMIB equity hedge program was expanded. See Note 9 for
further information.

GMIB
fair value losses of $87 million for the three months ended June 30, 2012 were primarily due to declining interest rates and decreases in underlying policyholder account values that
occurred during the second quarter of 2012 due to unfavorable market conditions. Fair value losses of $20 million for the six months ended June 30, 2012 were due to declining interest
rates partially offset by increases in policyholder account values due to favorable equity market returns.

GMIB
fair value losses of $37 million for the three months ended June 30, 2011 were primarily due to declining interest rates. Fair value losses of $21 million for the six months
ended June 30, 2011 were due to declining interest rates and updates to the risk and profit charge, partially offset by increases in underlying policyholder account values due to favorable
equity market returns.

Separate account assets

Fair values and changes in the fair values of separate account assets generally accrue directly to the policyholders and are excluded
from the Company's revenues and expenses. As of June 30, 2012 and December 31, 2011 separate account assets were as follows:

June 30, 2012(In millions)

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Guaranteed separate accounts (See Note 17)

$

245

$

1,422

$

-

$

1,667

Non-guaranteed separate accounts (1)

1,829

3,906

952

6,687

TOTAL SEPARATE ACCOUNT ASSETS

$

2,074

$

5,328

$

952

$

8,354

(1)

As of June 30, 2012, non-guaranteed separate accounts included
$3.2 billion in assets supporting the Company's pension plans, including $902 million classified in Level 3.

December 31, 2011(In millions)

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Guaranteed separate accounts (See Note 17)

$

249

$

1,439

$

-

$

1,688

Non-guaranteed separate accounts (1)

1,804

3,851

750

6,405

TOTAL SEPARATE ACCOUNT ASSETS

$

2,053

$

5,290

$

750

$

8,093

(1)

As of December 31, 2011, non-guaranteed separate accounts include
$3.0 billion in assets supporting the Company's pension plans, including $702 million classified in Level 3.

actively-traded institutional and retail mutual fund investments and separate accounts priced using the daily net asset value which is the exit
price.

Separate
account assets classified in Level 3 include investments primarily in securities partnerships, real estate and hedge funds generally valued based on the separate account's ownership
share of the equity of the investee including changes in the fair values of its underlying investments.

The
following tables summarize the changes in separate account assets reported in Level 3 for the three and six months ended June 30, 2012 and June 30, 2011.

Three Months Ended June 30,

(In millions)

2012

2011

Balance at April 1

$

943

$

559

Policyholder gains (1)

9

21

Purchases, sales and settlements:

Purchases

16

106

Sales

-

(1)

Settlements

(18)

(35)

Total purchases, sales and settlements

(2)

70

Transfers into/(out of) Level 3:

Transfers into Level 3

2

-

Transfers out of Level 3

-

(6)

Total transfers into/(out of) Level 3

2

(6)

BALANCE AT JUNE 30

$

952

$

644

(1)

Included in this amount are gains of $9 million attributable to instruments still
held at June 30, 2012 and gains of $21 million attributable to instruments still held at June 30, 2011.

Six Months Ended June 30,

(In millions)

2012

2011

Balance at January 1

$

750

$

594

Policyholder gains (1)

27

79

Purchases, sales and settlements:

Purchases

200

115

Sales

-

(41)

Settlements

(29)

(94)

Total purchases, sales and settlements

171

(20)

Transfers into/(out of) Level 3:

Transfers into Level 3

5

-

Transfers out of Level 3

(1)

(9)

Total transfers into/(out of) Level 3

4

(9)

BALANCE AT JUNE 30

$

952

$

644

(1)

Included in this amount are gains of $22 million attributable to instruments still
held at June 30, 2012 and gains of $61 million attributable to instruments still held at June 30, 2011.

Assets and Liabilities Measured at Fair Value under Certain Conditions

Some financial assets and liabilities are not carried at fair value each reporting period, but may be measured using fair value only
under certain conditions, such as investments in real estate entities and commercial mortgage loans when they become impaired. During the six months ended June 30, 2012, impaired commercial
mortgage loans representing less than 1% of total investments were written down to their fair values, resulting in after-tax realized investment losses of $7 million. For the six
months ended June 30, 2011, impaired mortgage loans representing less than less than 1% of total investments were written down to their fair values resulting in after-tax realized
investment losses of $11 million.

During
2011, impaired commercial mortgage loans and real estate entities representing less than 1% of total investments were written down to their fair values, resulting in after-tax
realized investment losses of $15 million.

These
fair values were calculated by discounting the expected future cash flows at estimated market interest rates. Such market rates were derived by calculating the appropriate spread over comparable
U.S. Treasury rates, based on the characteristics of the underlying real estate, including its type, quality and location. The fair value measurements were classified in Level 3 because these
cash flow models incorporate significant unobservable inputs.

Most financial instruments that are subject to fair value disclosure requirements are carried in the Company's Consolidated Financial
Statements at amounts that approximate fair value. The following table provides carrying values, fair values and classification in the fair value hierarchy of the Company's financial instruments not
recorded at fair value that are subject to fair value disclosure requirements at June 30, 2012 and December 31, 2011:

The fair values presented in the table above have been estimated using market information when available. The following is a description of the valuation
methodologies and inputs used by the Company to determine fair value.

Commercial mortgage loans. The Company estimates the fair value of commercial mortgage loans generally by discounting the contractual cash flows at estimated
market interest rates that reflect the Company's assessment of the credit quality of the loans. Market interest rates are derived by calculating the appropriate spread over comparable U.S. Treasury
rates, based on the property type, quality rating and average life of the loan. The quality ratings reflect the relative risk of the loan, considering debt service coverage, the
loan-to-value ratio and other factors. Fair values of impaired mortgage loans are based on the estimated fair value of the underlying collateral generally determined using an
internal discounted cash flow model. The fair value measurements were classified in Level 3 because the cash flow models incorporate significant unobservable inputs.

Contractholder deposit funds, excluding universal life products. Generally, these funds do not have stated maturities. Approximately 55% of these balances can be
withdrawn by the customer at any time without prior notice or penalty. The fair value for these contracts is the amount estimated to be payable to the customer as of the reporting date, which is
generally the carrying value. Most of the remaining contractholder deposit funds are reinsured by the buyers of the individual life and annuity and retirement benefits businesses. The fair value for
these contracts is determined using the fair value of these buyers' assets supporting these reinsured contracts. The Company had a reinsurance recoverable equal to the carrying value of these
reinsured contracts. These instruments were classified in Level 3 because certain inputs are unobservable (supported by little or no market activity) and significant to their resulting fair
value measurement.

Long-term debt, including current maturities, excluding capital leases. The fair value of long-term debt is based on quoted market prices
for recent trades. When quoted market prices are not available, fair value is estimated using a discounted cash flow analysis and the Company's estimated current borrowing rate for debt of similar
terms and remaining maturities. These measurements were classified in Level 2 because the fair values are based on quoted market prices or other inputs that are market observable or can be
corroborated by market data.

Fair
values of off-balance-sheet financial instruments were not material.

The following total realized gains and losses on investments include other-than-temporary impairments on debt
securities but exclude amounts required to adjust future policy benefits for the run-off settlement annuity business:

Three Months Ended
June 30,

Six Months Ended
June 30,

(In millions)

2012

2011

2012

2011

Fixed maturities

$

3

$

29

$

15

$

50

Equity securities

-

1

4

4

Commercial mortgage loans

(7)

(16)

(10)

(16)

Real estate

-

-

(1)

-

Other investments, including
derivatives

-

3

1

5

Realized investment gains (losses)
before income taxes (benefits)

(4)

17

9

43

Less income taxes (benefits)

(1)

6

-

15

NET REALIZED INVESTMENT
GAINS (LOSSES)

$

(3)

$

11

$

9

$

28

Included in pre-tax realized investment gains (losses) above were changes in valuation reserves, asset write-downs and
other-than-temporary impairments on fixed maturities as follows:

Three Months Ended
June 30,

Six Months Ended
June 30,

(In millions)

2012

2011

2012

2011

Credit-related (1)

$

9

$

16

$

14

$

16

Other

1

2

2

2

TOTAL

$

10

$

18

$

16

$

18

(1)

Credit related losses include other-than-temporary declines in fair
value of fixed maturities and changes in valuation reserves related to commercial mortgage loans. There were no credit losses on fixed maturities for which a portion of the impairment was recognized
in other comprehensive income.

Fixed Maturities and Equity Securities

Securities in the following table are included in fixed maturities and equity securities on the Company's Consolidated Balance
Sheets. These securities are carried at fair value with changes in fair value reported in other realized investment gains (losses) and interest and dividends reported in net investment income. The
Company's hybrid investments include preferred stock or debt securities with call or conversion features.

(In millions)

As of
June 30, 2012

As of
December 31, 2011

Included in fixed maturities:

Trading securities (amortized cost: $2; $2)

$

2

$

2

Hybrid securities (amortized cost: $20; $26)

20

28

TOTAL

$

22

$

30

Included in equity securities:

Hybrid securities (amortized cost: $81; $90)

$

64

$

65

Fixed maturities included $61 million at June 30, 2012 that were pledged as collateral to brokers as required under certain futures contracts.
These fixed maturities were primarily federal government securities.

The
following information about fixed maturities excludes trading and hybrid securities. The amortized cost and fair value by contractual maturity periods for fixed maturities were as follows at
June 30, 2012:

(In millions)

Amortized
Cost

Fair
Value

Due in one year or less

$

1,005

$

1,022

Due after one year through five years

5,070

5,431

Due after five years through ten years

5,331

6,005

Due after ten years

2,738

3,665

Mortgage and other asset-backed securities

1,027

1,182

TOTAL

$

15,171

$

17,305

Actual maturities could differ from contractual maturities because issuers may have the right to call or prepay obligations, with or without penalties. Also, in
some cases the Company may extend maturity dates.

Gross
unrealized appreciation (depreciation) on fixed maturities (excluding trading securities and hybrid securities with a fair value of $22 million at June 30, 2012 and
$30 million at December 31, 2011) by type of issuer is shown below.